The shareholders of
Hennessy Advisors, Inc. (“Hennessy Advisors”) approved the Hennessy Advisors, Inc. 2013 Omnibus Incentive Plan (the
“Plan”) at the 2013 Annual Meeting of Shareholders held January 17, 2013 (the “Annual Meeting”). Key terms
of the Plan are as follows:

Participation:

Eligible officers or other employees, outside directors and advisors.

Shares Authorized:

The maximum number of shares which may be issued under the Plan is 50% of the outstanding common stock.

Share Counting:

Shares authorized are depleted by number of granted awards of any type, and shares used to pay exercise price of options or withholding taxes do not replenish shares authorized.

• performance shares and/or awards of performance units
based on the fair market value of common stock of 50,000 shares;

• performance units not based on the fair market value
of common stock of $100,000;

• other stock-based awards of 50,000 shares;

• annual incentive awards of $100,000; and

• long-term incentive awards of $100,000.

Key Prohibitions:

• No backdating of options or stock appreciation rights;

• No repricing of options or stock appreciation rights;
and

• No discounted options or stock appreciation rights.

2

Amendments:

Material amendments require shareholder approval.

Administration:

Administered by the compensation committee of the Board of Directors of Hennessy Advisors (the “Compensation Committee”).

Change of Control:

“Single trigger” is required for accelerated vesting of equity awards in a change of control in which the awards are assumed or replaced, meaning that the mere change of control occurring might result in accelerated vesting.

The Compensation Committee has discretion
to determine the individual employees or group of employees to whom awards will be granted and the terms and conditions of such
awards. Hennessy Advisors cannot currently determine the awards that may be granted under the plan. The Compensation Committee
will make such determinations from time to time.

The Plan is described in more detail in
the Company’s proxy statement filed with the Securities and Exchange Commission on Schedule 14A on December 14, 2012. The
description of the Plan set forth above does not purport to be complete and is qualified in its entirety by reference to the full
text of the Plan, a copy of which is filed as Exhibit 10 to this Current Report and is incorporated by reference herein.

Item 5.07 Submission of
Matters to a Vote of Security Holders

The Annual Meeting was held January 17,
2013. At the Annual Meeting, the following directors were elected for terms expiring at the annual meeting of shareholders to be
held in 2014 by the votes indicated:

For

Withheld

Broker Nonvotes

Neil J. Hennessy

3,127,767

2,400

1,825,732

Teresa M. Nilsen

3,126,967

3,200

1,825,732

Daniel B. Steadman

3,127,767

2,400

1,825,732

Henry Hansel

3,127,767

2,400

1,825,732

Brian A. Hennessy

3,127,767

2,400

1,825,732

Rodger Offenbach

3,127,767

2,400

1,825,732

Daniel G. Libarle

3,127,767

2,400

1,825,732

Thomas L. Seavey

3,127,767

2,400

1,825,732

The following reflects the voting results
for matters other than the election of directors brought for vote at the Annual Meeting:

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